NON-DISCLOSURE AGREEMENT

by | Apr 5, 2023 | Agreements

NON-DISCLOSURE AGREEMENT

  1. EFFECTIVE DATE AND PARTIES

This non-disclosure agreement (the “Agreement”) is entered into on ________________ (“Effective Date”), between____________________________________________________________________(“Discloser”) and AmberEd College Counseling (“Recipient”). Discloser and Recipient may each be referred to as a “Party” or collectively as the “Parties” in this Agreement.

  • CONFIDENTIAL INFORMATION

2.1. This Agreement shall assure the protection and preservation of confidential information to be disclosed or made available by the Discloser (or their Representatives), to the Recipient (or its Representatives), in connection with a potential education consultancy relationship between the Parties.

2.2. For all purposes of this Agreement, the term “Confidential Information” shall collectively refer to all non-public information or material disclosed or provided by one party to the other, either orally or in writing in relation to the education consultancy goal agreed upon by the parties.

2.3. Confidential Information also includes any analyses, compilations, studies, or other material or documents prepared by the recipient party which contain, reflect, or are based, in whole or in part, on the Confidential Information.

  • OBLIGATION OF THE RECEIVING PARTY

 3.1. The Recipient and their Representatives may use the Confidential Information only for education consultancy and ancillary purposes.

3.2. Recipient must use a reasonable degree of care to protect the Confidential Information and to prevent any unauthorized use or disclosure of the Confidential Information.

3.3. Recipient may share the Confidential Information with its Representatives who need to know it in connection with the Purpose(education consultancy) and only if they have agreed in writing to keep the information confidential on terms no less protective of the Confidential Information, than the terms contained in this Agreement.

3.4. Recipient shall promptly notify the other Party of any unauthorized disclosure of the Confidential Information or any other breach of this Agreement by such Party or, to such Party’s knowledge or by its Representatives.

  • EXCLUSION FROM CONFIDENTIALITY TREATMENT

Confidential Information shall not include information or material that:

  1. Is publicly available or becomes publicly available through no action or fault of the recipient party;
  2. Was already in the recipient party’s possession or known to the recipient party prior to being disclosed or provided to the recipient party by or on behalf of the other party, provided, that, the

source of such information or material was not bound by a contractual, legal or fiduciary obligation of confidentiality to the non-disclosing party or any other party with respect thereto;

  • Is independently developed by the recipient party without reference to the Confidential Information;
  • Was known to the Recipient or its Representatives free of restriction before receipt from the Discloser (or their Representatives;
  • Recipient or its Representatives may disclose Confidential Information when compelled to do so by a valid court order or other governmental body, provided Recipient provides prompt prior notice to Discloser if allowed.
  • TERM

This Agreement shall remain in full force and effect for ____________ from the date hereof.

  • TERMINATION.
    • Either Party may terminate this Agreement with thirty (30) days prior written notice, but this Agreement’s provisions will survive as to Confidential Information that is disclosed before the effective date of termination.
    • Upon the termination or expiration of this Agreement, the Recipient will either return or destroy all Confidential Information, except where required by the applicable law to retain it. All Confidential Information that is not returned or destroyed shall remain subject to this Agreement for so long such materials are retained and accessible.
  • GOVERNING LAW AND DISPUTE RESOLUTION

7.1. Agreement is governed by the laws of the State of Connecticut, excluding its conflict-of-laws principles.

7.2. The exclusive venue for any dispute relating to this agreement shall be the courts of the State of Connecticut.

  • OTHER.
  • If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as to best to affect the intent of the Parties.
  • This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended, assigned, or transferred except in a writing signed by both Parties.
  • Each Party signing this Agreement either directly or through a representative is duly authorized to do so.
  • The Parties may execute this Agreement in counterparts, which taken together will constitute one instrument. Execution of a PDF copy will have the same force and effect as execution of an original, and an electronic signature will be deemed an original and valid signature.

By signing below, the Parties agree to be bound by the terms of this Agreement as of the Effective Date above.

DISCLOSER: RECIPIENT:

Signature: _______________________________ Signature: _______________________________

Print Name: ______________________________ Print Name: ______________________________

Title: ___________________________________ Title: ___________________________________

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